0001144204-17-049718.txt : 20170926 0001144204-17-049718.hdr.sgml : 20170926 20170926160147 ACCESSION NUMBER: 0001144204-17-049718 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20170926 DATE AS OF CHANGE: 20170926 GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AGILYSYS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10205 FILM NUMBER: 171102168 BUSINESS ADDRESS: STREET 1: 1000 WINDWARD CONCOURSE STREET 2: SUITE 250 CITY: ALPHARETTA STATE: 2Q ZIP: 30005 BUSINESS PHONE: 7708107800 MAIL ADDRESS: STREET 1: 1000 WINDWARD CONCOURSE STREET 2: SUITE 250 CITY: ALPHARETTA STATE: 2Q ZIP: 30005 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-9600 MAIL ADDRESS: STREET 1: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 v475870_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 8)

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)*

 

Agilysys, Inc.
(Name of Issuer)
 
Common Shares, without par value
(Title of Class of Securities)
 
00847J105
(CUSIP Number)

 

Michael R. Murphy
Discovery Group I, LLC
300 South Wacker Drive
Suite 600
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 25, 2017
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 00847J105
 
  1. Names of Reporting Persons.
Discovery Equity Partners, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
WC
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
 
  6. Citizenship or Place of Organization
Illinois

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
None.
 
8. Shared Voting Power
1,318,983
 
9. Sole Dispositive Power
None.
 
10. Shared Dispositive Power
1,318,983

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,318,983
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
 
  13. Percent of Class Represented by Amount in Row (11)
5.6%
 
  14. Type of Reporting Person (See Instructions)
PN

 

 

 

 

CUSIP No. 00847J105
 
  1. Names of Reporting Persons.
Discovery Group I, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
AF
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
 
  6. Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
None.
 
8. Shared Voting Power
1,318,983
 
9. Sole Dispositive Power
None.
 
10. Shared Dispositive Power
1,318,983

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,318,983
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
 
  13. Percent of Class Represented by Amount in Row (11)
5.6%
 
  14. Type of Reporting Person (See Instructions)
IA

 

 

 

 

Item 1. Security and Issuer
   
  This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to the Common Shares, without par value (the “Common Shares”), of Agilysys, Inc., an Ohio corporation (the “Company”), which has its principal executive offices at 425 Walnut Street, Suite 1800, Cincinnati, OH 45202. This Amendment No. 8 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 26, 2014, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on October 17, 2014, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on January 15, 2015, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on March 13, 2015, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on May 8, 2015, Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on January 9, 2017, Amendment No. 6 thereto filed by the Reporting Persons with respect to the Company on March 20, 2017 and Amendment No. 7 thereto filed by the Reporting Persons with respect to the Company on May 18, 2017 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 8, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 8.
   
Item 3. Source and Amount of Funds or Other Consideration
   
 

Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

 

The total purchase price for the 1,318,983 Common Shares beneficially owned by the Reporting Persons as of September 25, 2017 was approximately $14,407,647. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Shares beneficially owned by Discovery Group.

   
Item 5. Interest in Securities of the Issuer
   
 

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

 

The information concerning percentages of ownership set forth below is based on 23,391,662 Common Shares reported outstanding as of August 1, 2017 in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

 

Discovery Equity Partners beneficially owns 1,318,983 Common Shares as of September 25, 2017, which represents 5.6% of the outstanding Common Shares.

 

Discovery Group beneficially owns 1,318,983 Common Shares as of September 25, 2017, which represents 5.6% of the outstanding Common Shares.

 

 

 

 

 

Discovery Group is the investment manager of Discovery Equity Partners.   Discovery Group exercises ultimate voting and dispositive power of the securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial ownership of all of the Common Shares owned by Discovery Equity Partners. Voting and disposition decisions at Discovery Group with respect to the investment of such securities are made by a five-person investment committee (the “Committee”) which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell Common Shares held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote or sale of any such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any Common Shares held by Discovery Equity Partners solely by virtue of the fact that he or she is a member of the Committee.

 

The transactions in Common Shares effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

 

No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares reported herein.

   
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 

Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:

 

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 8 included as Exhibit 2 to this Amendment No. 8, and the Power of Attorney granted by Michael R. Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of Attorney is included as Exhibit 3 to this Amendment No. 8.

 

Item 7. Material to Be Filed as Exhibits
   
  Exhibit 1:                List of transactions effected by the Reporting Persons in the Company’s Common Shares during the 60-day period preceding this filing.
   
  Exhibit 2:                Joint Filing Agreement dated as of September 26, 2017, by and between Discovery Equity Partners and Discovery Group.
   
  Exhibit 3:                Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

 

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  September 26, 2017
  Date
   
  DISCOVERY EQUITY PARTNERS, L.P.
   
  By: Michael R. Murphy*
  Signature
   
  Michael R. Murphy, Manager
  Name/Title
   
  DISCOVERY GROUP I, LLC
   
  By: Michael R. Murphy*
  Signature
   
  Michael R. Murphy, Manager
  Name/Title
   
  *By: /s/ Mark Buckley
  Mark Buckley
  Attorney-in-Fact for Michael R. Murphy

 

 

 

 

Exhibit Index

 

Exhibit 1   List of transactions effected by the Reporting Persons in the Company’s Common Shares during the 60-day period preceding this filing.
     
Exhibit 2   Joint Filing Agreement dated as of September 26, 2017, by and between Discovery Equity Partners and Discovery Group.
     
Exhibit 3   Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

 

 

 EX-1 2 v475870_ex1.htm EXHIBIT 1

 

 

EXHIBIT 1

 

TRANSACTIONS DURING PAST 60 DAYS

 

The Reporting Persons engaged in the following transactions in shares of Common Shares of the Company during the past 60 days. Such transactions involved the sale of shares on the NASDAQ Global Select Market. The prices reported below reflect the weighted average sale price of the shares of Common Shares sold on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

 

Date   Type   Price     Shares
8/23/2017   Sale    $          10.0878 1   1759
8/24/2017   Sale    $          10.1031 2   1178
8/25/2017   Sale    $          10.1950 3   803
8/28/2017   Sale    $          10.1214 4   700
8/29/2017   Sale    $          10.2047 5   2676
8/30/2017   Sale    $          10.3186 6   1734
8/31/2017   Sale    $          10.2876 7   2204
9/1/2017   Sale    $          10.4161 8   9900
9/5/2017   Sale    $          10.5147 9   4100
9/6/2017   Sale    $          10.5411 10   2602
9/7/2017   Sale    $          10.5605 11   2620
9/8/2017   Sale    $          10.5837 12   5810
9/11/2017   Sale    $          10.6361 13   2000
9/12/2017   Sale    $          10.6182 14   1700
9/13/2017   Sale    $          10.5768 15   2000
9/14/2017   Sale    $          10.5881 16   1097
9/15/2017   Sale    $          10.6111 17   4000
9/18/2017   Sale    $          10.6944 18   2373
9/19/2017   Sale    $          10.6521 19   2659
9/20/2017   Sale    $          10.6361 20   2738
9/21/2017   Sale    $          10.5034 21   53155
9/22/2017   Sale    $          10.6206 22   49000
9/25/2017   Sale    $          10.9282 23   14638
9/25/2017   Sale    $          10.6019 24   60000

 

 

1 This transaction was executed in multiple trades at prices ranging from $10.00 – 10.24.

2 This transaction was executed in multiple trades at prices ranging from $10.00 – 10.16.

3 This transaction was executed in multiple trades at prices ranging from $10.04 – 10.25.

4 This transaction was executed in multiple trades at prices ranging from $10.10 – 10.13.

5 This transaction was executed in multiple trades at prices ranging from $10.10 – 10.30.

6 This transaction was executed in multiple trades at prices ranging from $10.27 – 10.39.

7 This transaction was executed in multiple trades at prices ranging from $10.22 – 10.39.

8 This transaction was executed in multiple trades at prices ranging from $10.29 – 10.46.

9 This transaction was executed in multiple trades at prices ranging from $10.50 – 10.59.

10 This transaction was executed in multiple trades at prices ranging from $10.42 – 10.61.

11 This transaction was executed in multiple trades at prices ranging from $10.49 – 10.67.

12 This transaction was executed in multiple trades at prices ranging from $10.54 – 10.59.

13 This transaction was executed in multiple trades at prices ranging from $10.62 – 10.64.

14 This transaction was executed in multiple trades at prices ranging from $10.59 – 10.67.

15 This transaction was executed in multiple trades at prices ranging from $10.56 – 10.59.

16 This transaction was executed in multiple trades at prices ranging from $10.55 – 10.615.

17 This transaction was executed in multiple trades at prices ranging from $10.57 – 10.65.

18 This transaction was executed in multiple trades at prices ranging from $10.69 – 10.715.

19 This transaction was executed in multiple trades at prices ranging from $10.64 – 10.675.

20 This transaction was executed in multiple trades at prices ranging from $10.59 – 10.72.

21 This transaction was executed in multiple trades at prices ranging from $10.49 – 10.64.

22 This transaction was executed in multiple trades at prices ranging from $10.42 – 10.64.

23 This transaction was executed in multiple trades at prices ranging from $10.61 – 11.145.

24 This transaction was executed in multiple trades at prices ranging from $10.60 – 10.64.

 

 

 EX-2 3 v475870_ex2.htm EXHIBIT 2

 

 

EXHIBIT 2

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to the joint filing of the Amendment No. 8 to Schedule 13D to which this Agreement is attached.

 

Dated:  September 26, 2017

 

  DISCOVERY EQUITY PARTNERS, L.P.
     
  By Michael R. Murphy*
    Michael R. Murphy
    Manager
     
  DISCOVERY GROUP I, LLC
     
  By Michael R. Murphy*
    Michael R. Murphy
    Manager
     
  *By:  /s/ Mark Buckley
    Mark Buckley
    Attorney-in-Fact for Michael R. Murphy

 

 

 EX-3 4 v475870_ex3.htm EXHIBIT 3

 

 

EXHIBIT 3

 

POWER OF ATTORNEY

 

The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

 

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

 

  /s/ Michael R. Murphy
  Michael R. Murphy

 

STATE OF ILLINOIS )
  ) SS.
COUNTY OF COOK )

 

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

 

Given under my hand and notarial seal, this 28th day of April, 2008.

 

  /s/ Kareema M. Cruz
  Notary Public